-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TX8863oWPSQaR8frVoRovs3zxzE8kMOxijAmCDNfuHJa2+5HGJqbYzy+fBDcqeMS phHMj+4n5QZ/lPbJBQDyZg== 0000905718-98-000237.txt : 19980507 0000905718-98-000237.hdr.sgml : 19980507 ACCESSION NUMBER: 0000905718-98-000237 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980506 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARRINGER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000010119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 840720473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-13703 FILM NUMBER: 98611541 BUSINESS ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086658200 MAIL ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESOURCES INC DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESEARCH INC DATE OF NAME CHANGE: 19800821 POS AM 1 POS AM Registration No. 333-13703 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- BARRINGER TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 84-0720473 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 219 South Street Murray Hill, New Jersey 07974 (908) 665-8200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Stanley S. Binder Barringer Technologies Inc. 219 South Street, Murray Hill, New Jersey 07974 (908) 665-8200 (Name, address and telephone number, including area code, of agent for service) Copies to: John D. Hogoboom, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement and thereafter as determined by holders of Warrants. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. |_| This Amendment to the Registation Statement shall become effective on such date as the Commission, acting pursuant to Section 8(c) of the Securities Act of 1933, may determine. PROSPECTUS 362,075 Shares of Common Stock BARRINGER TECHNOLOGIES INC. This Prospectus relates to 362,075 shares of common stock, par value $0.01 per share ("Common Stock"), of Barringer Technologies Inc. (the "Company"), which are issuable upon the exercise of 1,448,300 Common Stock Purchase Warrants (the "Warrants") of the Company. The Warrants are exercisable until November 12, 1999 and entitle the holder thereof to purchase one-quarter of one share of Common Stock at a price of $9.847 per share. The exercise price of the Warrants and the number of shares issuable upon exercise of the Warrants are subject to adjustment under certain circumstances. The Warrants are redeemable by the Company for $0.25 per Warrant (subject to adjustment under certain circumstances), upon not less than 30 days' prior written notice, if the closing bid price of the Common Stock averages in excess of 200% of the exercise price of the Warrants for a period of 30 days ending within 15 days of the redemption notice date. If the Warrants are exercised in full, the Company would receive proceeds of approximately $3.6 million (prior to the deduction of fees and expenses payable in connection with this Offering). Other than the proceeds received by the Company from the exercise of the Warrants, the Company will not receive any of the proceeds from the sale of the Common Stock offered hereby. The Company estimates that its expenses in connection with this offering of the Common Stock (the "Offering") will be approximately $15,000. The Common Stock and the Warrants are included in the Nasdaq National Market under ther symbols "BARR" and "BARRW", respectively. On May 1, 1998, the last sale price of the Common Stock as reported on the Nasdaq National Market was $12-3/8 per share, and the last sale price of the Warrants as reported on the Nasdaq National Market System was $1-1/16 per warrant. ----------------------------------- See "Risk Factors" on page 4 for certain factors which should be considered by prospective purchasers of the Common Stock offered hereby. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________________________________________________________________ The date of this Prospectus is _______, 1998. AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at the Commission's Regional Offices at 500 West Madison, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at its principal office at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the Commission and the address of such Web site is http://www.sec.gov. The Common Stock and the Warrants are included in the Nasdaq National Market under the symbols BARR and BARRW, respectively, and reports, proxy statements and other information regarding the Company such information may be inspected and copied at the offices of the Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed with the Commission a Registration Statement on Form SB-2, as amended by this Post-Effective Amendment on Form S-3 (together with all respective amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Securities offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits thereto, certain portions of which have been omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Securities offered hereby, reference is made to the Registration Statement and the related exhibits. Any statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the Commission and may be obtained, upon payment of the fee prescribed by the Commission, or may be examined without charge at the public reference facilities of the Commission described above. ------------------------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission pursuant to the Exchange Act, are hereby incorporated by reference in this Prospectus: (i) The Company's Annual Report on Form 10-KSB for the year ended December 31, 1997; and (ii) The description of the Common Stock set forth in the Company's Registration Statement filed on Form 8-A and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the completion of the Offering being made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents referred to above under "Incorporation of Certain Documents by Reference" (other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to: Barringer Technologies Inc., 219 South Street, Murray Hill, New Jersey 07974, Attention: Secretary (telephone no. (908) 665-8200). FORWARD-LOOKING STATEMENTS This Prospectus contains or incorporates by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. When used in this Prospectus, the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Factors that could cause actual results to differ materially from the Company's expectations are set forth below under "Risk Factors," including, but not limited to, "Dependence on Government Procurement Policies," "Dependence on Large Orders; Customer Concentrations," "Dependence on IONSCAN(R) and Market Acceptance," "Dependence on New Product Development; Technological Advancement," "Limited Proprietary Technology," "Fluctuations in Operating Results," "Competition," "Lengthy Sales Cycle," "International Business; Risk of Change in Foreign Regulations; Fluctuations in Exchange Rates," "Dependence on Limited Number of Suppliers," "Ability to Manage Rapid Growth" and "Risks Associated with Acquisition Strategy." Other factos may be described from time to time in the Company's public filings with the Securities and Exchange Commission, news releases and other communications. These forward-looking statements speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. RISK FACTORS The Common Stock offered hereby involves a high degree of risk. In addition to the other information contained in this Prospectus or incorporated by reference, the following risk factors should be considered carefully in evaluating the Company, its business and an investment in the Common Stock offered hereby. Dependence on Government Procurement Policies The Company's business is dependent upon purchases of IONSCAN(R)s by government agencies. Budgetary allocations for detection equipment are dependent, in part, upon government policies that fluctuate from time to time in response to political and other factors, including the public's perception of the threat of airline bombings and other terrorist acts. The Company expects that a substantial portion of current and anticipated purchases of advanced detection equipment will continue to be made by government agencies with appropriated funds. For instance, sales to FAA constituted approximately 14.8% of the Company's revenues for the fiscal year ended December 31, 1997. A reduction of funding for security efforts or drug interdiction could materially and adversely affect the Company's business, financial condition and results of operations. There can be no assurance that funding for the purchase of such equipment will be continued or as to the level of such funding. A substantial amount of the funds appropriated to date have been and amounts appropriated in the future will continue to be used to purchase equipment utilizing other technologies, such as enhanced x-ray, computer aided tomography ("CATSCAN") and other bulk imaging technologies. Accordingly, there can be no assurance as to the amount that will ultimately be spent on the purchase of trace particle detection equipment or as to the number of IONSCAN(R)s that will actually be purchased. In addition, there can be no assurance that the Company's products will meet any certification or other requirements that may be adopted by any government agencies. Dependence on Large Orders; Customer Concentrations In any given fiscal year, the Company's revenues have principally consisted, and the Company believes will continue to consist, of large orders for multiple IONSCAN(R)s from a limited number of customers. While the number and identity of the Company's customers may vary from period to period, the Company is nevertheless dependent upon these multiple orders for a substantial portion of its revenues. There can be no assurance that the Company will obtain such multiple orders on a consistent basis. During the year ended December 31, 1997, approximately $8.3 million, or 36.7%, of the Company's revenues were generated from sales to the Company's three largest customers. During the year ended December 31, 1996, revenues from the Company's three largest customers were approximately $2.8 million, or 39.3%, of the Company's revenues. A significant portion of the Company's anticipated future revenues are expected to result from orders from the FAA. The Company's inability to obtain sufficient multiple orders or to expand its customer base could have a material adverse effect on the Company's business, financial condition and results of operations. Dependence on IONSCAN(R) and Market Acceptance The Company derives substantially all of its revenues from the sale of IONSCAN(R)s. There can be no assurance that markets for the IONSCAN(R) or the Company's other current or future products will develop as the Company expects or that the Company will be able to capitalize on such market development. Similarly, there can be no assurance that any markets that do develop will be sustained. Dependence on New Product Development; Technological Advancement The Company's success is dependent upon its ability to continue to enhance the IONSCAN(R) and to develop or acquire new products and technologies that incorporate technological advances, keep pace with evolving industry standards and respond to changing customer requirements. If the Company is unable to develop and introduce new products or enhancements in a timely manner in response to changing market conditions or customer requirements, the Company's business, financial condition and results of operations would be materially and adversely affected. In addition, from time to time the Company or its present or potential competitors may introduce new products, capabilities or technologies that have the potential to replace, shorten the life spans of, or render obsolete the Company's existing products. There can be no assurance that the Company will be successful in convincing potential customers that the IONSCAN(R) is superior to such other systems or products, that new systems with comparable or greater performance, lower prices and faster or equivalent throughput will not be introduced, or that, if such products are introduced, customers will not delay or cancel existing or future orders for the IONSCAN(R). Announcements of currently planned or other new products may cause customers to delay their purchasing decisions in anticipation of such products, as occurred in late 1994 when the Company introduced the Model 400 IONSCAN(R). Such delays could have a material adverse effect on the Company's business, financial condition and results of operations. Limited Proprietary Technology Certain of the technology used in the IONSCAN(R) is licensed by the Company from the Canadian government pursuant to a license agreement that expires in March 1999, subject to the Company's right to extend on a year-to-year basis through March 2009. While the Company holds patents relating to certain components, systems and techniques used in the IONSCAN(R) and while certain other elements of the IONSCAN(R) are protected by other intellectual property rights, the Company has no comprehensive patent or similar exclusive intellectual property right covering the IONSCAN(R) in its entirety. In addition, the basic IMS technology used by the Company is not proprietary and is available in the public domain. Accordingly, present and potential competitors could use such basic technology to duplicate the performance of the IONSCAN(R). Fluctuations in Operating Results The Company's past operating results have been, and its future operating results will be, subject to fluctuations resulting from a number of factors, including: the timing and size of orders from, and shipments to, major customers; budgeting and purchasing cycles of its customers; delays in product shipments caused by customer requirements or the inability of customers to accept shipments; the timing of enhancements to the IONSCAN(R) by the Company or new products introduced by the Company or its competitors; changes in pricing policies by the Company, its competitors or suppliers, including possible decreases in average selling prices of the IONSCAN(R) in response to competitive pressures; the proportion of revenues derived from competitive bid processes; the mix between sales to domestic and international customers; market acceptance of enhanced versions of the IONSCAN(R); the availability and cost of key components; the availability of manufacturing capacity; and fluctuations in general economic conditions. The Company also may choose to reduce prices or to increase spending in response to competition or to pursue new market opportunities, and may incur significant charges or expenses in connection with acquisitions and strategic relationships, all of which may have a material adverse effect on the Company's business, financial condition and results of operations. The Company's revenues in any period are substantially derived from sales of IONSCAN(R)s to a limited number of customers and such revenues are recognized upon shipment. As a result, variations in the number of orders or the timing of shipments may cause the Company's quarterly and annual operating results to vary substantially. Moreover, government agencies and certain other customers expend unused budgeted funds at the end of their respective fiscal years, causing the Company's sales to be higher during such periods. Because the Company generally recognizes substantially all of the revenue from a sale upon shipment, and because the recognition of revenue from the sale of relatively few IONSCAN(R)s may substantially impact the Company's profitability during any period, the impact of these budgetary considerations on the delivery date of a relatively few units could significantly affect the Company's quarterly results and the predictability of such quarterly results. Competition The Company competes with other entities, including Intelligent Detection Systems Inc., Ion Track Instruments Inc. and Thermedics Detection Inc., a number of which have significantly greater financial, marketing and other resources than the Company. Principal competitive factors include selectivity (the ability of an instrument to identify the presence of a particular substance), sensitivity (the ability of an instrument to detect small amounts of a particular substance), false alarm rate, price, marketing, ease of use and speed of analysis. There can be no assurance that the Company will be able to continue to compete successfully with its competitors or be able to compete with new market entrants or in new markets that may develop. The Company competes for government expenditures with equipment manufacturers, such as InVision Technologies, Inc. and Vivid Technologies, Inc., utilizing other types of detection technologies, including enhanced x-ray, CATSCAN and other bulk imaging technologies, as well as with manufacturers of other IMS equipment and manufacturers using other trace particle detection technologies, such as gas chromatography and chemiluminescence. The Company also competes with the use of canines to locate the presence of explosives or drugs. As a result of recent government initiatives, the Company anticipates that additional technologies, including improved IMS technologies, will be developed and that new competitors will enter the Company's markets. The failure of the Company to develop improvements or otherwise successfully compete in its markets would have a material adverse effect on the Company's business, financial condition and results of operations. Lengthy Sales Cycle The Company's sales process is often protracted due to the lengthy approval processes that typically accompany government expenditures. Typically, six to 12 months may elapse between a new customer's initial evaluation of the IONSCAN(R) and the placement of an order. International Business; Risk of Change in Foreign Regulations; Fluctuations in Exchange Rates The Company markets its products to customers outside of the U.S. and, accordingly, is exposed to the risks of international business operations, including unexpected changes in foreign and domestic regulatory requirements, possible foreign currency controls, uncertain ability to protect and utilize its intellectual property in foreign jurisdictions, currency exchange rate fluctuations or devaluations, tariffs or other barriers, difficulties in staffing and managing foreign operations, difficulties in obtaining and managing vendors and distributors and potentially negative tax consequences. International sales are subject to certain inherent risks including embargoes and other trade barriers, staffing and operating foreign sales and service operations and collecting accounts receivable. The Company is also subject to risks associated with regulations relating to the import and export of high technology products. The Company cannot predict whether, or to what extent, quotas, duties, taxes or other charges or restrictions upon the importation or exportation of the Company's products in the future will be implemented by the U.S. or any other country. There can be no assurance that any of these factors will not have a material adverse effect on the Company's business, financial condition and results of operations. A portion of the Company's revenues and expenses are denominated in foreign currencies. Fluctuations in currency exchange rates could adversely affect the Company's profitability and could cause the Company's products to become relatively more expensive to customers in a particular country, leading to fewer sales or reduced selling prices in that country. As a result, the Company is exposed to a certain degree of exchange rate risk. The Company generally does not hedge its foreign exchange exposure. There can be no assurance that the Company will not experience material losses in the future as a result of currency fluctuations or that any such losses will not have a material adverse effect on the Company's business, financial condition and results of operations. Dependence on Limited Number of Suppliers Certain key components used in the Company's products have been designed by the Company, are manufactured pursuant to the Company's specifications and are currently purchased from only one or a limited number of suppliers. The Company currently does not have long-term agreements with these suppliers. Moreover, in view of the high cost of many of these components, the Company does not maintain significant inventories of some necessary components. Recently, the Company has significantly increased its purchases of certain components to meet expected demand for the IONSCAN(R). As a result, in certain circumstances, the Company has had to enter into new supply relationships in order to satisfy its increased demand for components and may be required to do so in the future. If the Company's suppliers were to experience financial, operational, production or quality assurance difficulties, the supply of components to the Company would be reduced or interrupted. In the event that a supplier were to cease operations, discontinue production of a component or withhold supply for any reason, the Company might be unable to acquire certain components from alternative sources, to find alternative third-party manufacturers or sub-assemblers, or to obtain sufficient quantities of certain components, which could result in delays or interruptions in product shipments, and could have a material adverse effect on the Company's business, financial condition and results of operations. Ability to Manage Rapid Growth The Company has rapidly expanded its business operations as a result of increased demand for the IONSCAN(R), which has placed significant demands on the Company's manufacturing, management and working capital resources and operating, management and financial control systems. Failure to maintain needed resources or to enhance the Company's operating, management and financial control systems as and when necessary, or difficulties encountered during such enhancements, could have a material adverse effect on the Company's business, financial condition and results of operations. The Company's future growth also will depend on its ability to continue to improve and expand its engineering and technical resources and to attract, retain and motivate key personnel. The failure of the Company to increase its revenues sufficiently to compensate for increased expenses resulting from current or future expansion, or the Company's failure to otherwise adequately manage the growth of its business, would have a material adverse effect on the Company's business, financial condition and results of operations. Further, there can be no assurance that the Company can sustain its recent rapid growth. Risks Associated with Acquisition Strategy An element of the Company's strategy is to seek acquisition partners that would complement the Company's existing product offerings, augment its market coverage, enhance its technological capabilities or otherwise offer growth opportunities. Although the Company has no present understandings, commitments or agreements with respect to any material acquisition of any business, products or technologies, the Company may make such acquisitions in the future. Future acquisitions by the Company could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, amortization expenses relating to goodwill and other intangible assets, and the incurrence of significant charges or expenses relating to any acquired business, any of which could materially and adversely affect the Company's business, financial condition and results of operations. Acquisitions entail numerous risks, including difficulties in the assimilation of acquired businesses, products and technologies, diversion of management's attention from other business concerns, risks of entering markets in which the Company has no or limited prior experience and potential loss of key employees of acquired organizations. The Company's management has limited experience in assimilating acquired organizations. No assurance can be given as to the ability of the Company to integrate successfully any businesses, products, technologies or personnel that might be acquired in the future, and the failure of the Company to do so could have a material adverse effect on the Company's business, financial condition and results of operations. Retention of and Dependence on Key Personnel The Company's success will depend, in part, on its ability to retain the services of its key personnel, including management and scientific employees, who are and will continue to be instrumental in the development and management of the Company's business. Although the Company has entered into employment agreements with its Chief Executive Officer and certain of its other senior executives, the loss of the services of one or more of the Company's key employees could have a material adverse effect on the Company. Warranty Claims The Company generally provides a one-year parts and labor warranty on each IONSCAN(R), although from time to time the Company has provided extended warranties. Although the Company has not experienced significant warranty claims, there can be no assurance that such claims will not increase as the Company's sales and product offerings increase. Increased warranty claims could have a material adverse effect on the Company's business, financial condition and results of operations. Potential Product Liability Insurance Limits The Company currently maintains product liability insurance in the amount of $10.0 million per occurrence. The Company's insurance policy covers certain claims and the cost of legal fees involved in the defense of such claims, which are either covered under the policy or alleged in such a manner so as to invoke the insurer's duty to defend the Company. The Company believes that, as it distributes more products into the marketplace and expands its product lines, its exposure to potential product liability claims and litigation may increase. There can be no assurance that the Company's current level of insurance will be sufficient to protect the business and assets of the Company from all claims, nor can any assurance be given that the Company will be able to maintain its existing coverage or obtain additional coverage at commercially reasonable rates. Product liability losses in excess of insurance coverage could have a material adverse effect on the Company's business, financial condition and results of operations. Shares Eligible For Future Sale Assuming that all of the Warrants covered hereby are exercised, 8,207,198 shares of Common Stock will be outstanding. All of the shares offered hereby will be freely tradable unless acquired by affiliates of the Company. The remaining 7,845,123 shares that will be outstanding upon completion of this Offering are freely tradable. An additional 1,183,836 shares of Common Stock are issuable upon the exercise or conversion of outstanding stock options, warrants and convertible securities outstanding as of April 30, 1998, 1,058,836 of which have been registered for resale by the holders thereof and are, therefore, freely tradable and the balance of which are subject to registration rights pursuant to which the holders thereof can cause the Company to effect the registration of such shares for resale. In connection with a recent public offering by the Company, certain officers and directors of the Company, who held an aggregate of 709,621 shares of Common Stock (including 534,550 shares issuable upon exercise or conversion of outstanding options, warrants and convertible securities) as of February 1, 1998, agreed not to offer or sell, directly or indirectly, any securities of the Company in the public market for a period of 90 days from March 30, 1998 (subject to certain exceptions) without prior written consent of the representatives of the underwriters of such offering. The Company cannot predict the effect, if any, that sales of additional shares of Common Stock or the availability of shares for future sale will have on the market price of the Common Stock or the Warrants. Sales in the public market of substantial amounts of Common Stock (including shares issued upon the exercise or conversion of outstanding options, warrants and convertible securities), or the perception that such sales might occur, could adversely affect prevailing market prices for the Common Stock or the Warrants. Such sales also may make it more difficult for the Company to sell equity securities or equity related securities in the future at a time and price that the Company deems appropriate. Effects of Warrants Holders of the Warrants will have the opportunity to profit from a rise in the market price of the Common Stock without assuming the risk of ownership of the shares of Common Stock issuable upon the exercise of such Warrants, with a resulting dilution in the interests of the Company's stockholders by reason of exercise thereof at a time when the exercise price is less than the market price for the Common Stock. Further, the terms on which the Company could obtain additional capital during the life of the Warrants may be adversely affected. Holders of Warrants may be expected to exercise their Warrants at a time when the Company could, in all likelihood, obtain any needed capital by an offering of Common Stock on terms more favorable than those provided by such Warrants. Possible Redemption of Warrants The Warrants are redeemable by the Company for $0.25 per Warrant (subject to adjustment under certain circumstances), upon not less than 30 days' prior written notice, if the closing bid price of the Common Stock averages in excess of 200% of the exercise price of the Warrants for a period of 30 days ending within 15 days of the redemption notice date. Redemption of the Warrants could force the holders thereof to exercise earlier than they would otherwise have, to exercise at a time when it may be disadvantageous for holders to do so or to sell at the then-current market price when holders might otherwise wish to retain their Warrants for possible appreciation. Alternatively, the holders may accept the redemption price when it is likely to be substantially less than the then-current market value thereof. Any holders who do not exercise their Warrants prior to redemption will forfeit the right to purchase the shares of Common Stock underlying such Warrants. Current Prospectus to Exercise Warrants The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the shares of Common Stock issuable upon exercise of such Warrants. In addition, in the event that any holder of Warrants attempts to exercise such Warrants at any time after nine months from the date of this Prospectus, the Company may be required to file a post-effective amendment and deliver a current prospectus before the Warrants can be exercised. Although the Company has undertaken to use its best efforts to maintain a current prospectus covering the Common Stock issuable upon exercise of the Warrants, there is no assurance that the Company will be able to do so. The value of the Warrants may be greatly reduced if a current prospectus covering the Common Stock issuable upon exercise of the Warrants is not kept effective. Absence of Public Market for Warrants; Potential Volatility of Stock Price While the Warrants trade sporadically on the Nasdaq National Market System, there can be no assurance that an active trading market in the Warrants will be developed or, if developed, be maintained. As a result, holders of the Warrants may have difficulty selling, or otherwise disposing of, the Warrants. In addition, prior to this Offering, there have been significant fluctuations in the trading price of the Common Stock. No assurance can be given that such volatility will not continue following the completion of this Offering. Certain Charter Provisions The Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), contains provisions which require the favorable vote of the holders of not less than 80.0% of the outstanding shares of Common Stock for the approval of any merger, consolidation or other combination with, or sale, lease or exchange of all or substantially all of the assets of the Company to, another entity holding more than 10.0% of the Company's outstanding voting equity securities or any affiliate of such entity. These provisions could discourage potential acquisition proposals, delay or prevent a change in control of the Company and limit the price that certain investors might be willing to pay in the future for shares of the Common Stock. The Board of Directors of the Company is empowered to issue shares of preferred stock without stockholder action. The existence of this "blank check" preferred stock could render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, merger, proxy contest or otherwise and may adversely affect the prevailing market price of the Common Stock. The Company currently has no plans to issue additional shares of preferred stock. In addition, Section 203 of the Delaware General Corporation Law restricts certain persons from engaging in business combinations with the Company. THE COMPANY The Company is the world's leading manufacturer (based on units sold) of high sensitivity equipment used for detecting and identifying trace amounts of plastic and other explosives and illegal drugs. The Company designs and produces products that employ a proprietary application of ion mobility spectrometry ("IMS") technology that can detect and identify targeted compounds in amounts smaller than one-billionth of a gram in approximately six seconds. The Company's objective is to leverage its position as the world's leading provider of trace detection systems in its core markets and to become a leading supplier of other advanced technology security solutions. The Company intends to achieve this objective by further penetrating its existing markets, leveraging its IMS technology for new applications, pursuing strategic relationships and acquisitions and expanding its sales and marketing capabilities. The Company's current principal product, the IONSCAN(R), is a portable desktop system used in explosives detection and drug interdiction applications. As of December 31, 1997, the Company had sold over 700 units (including 335 during 1997) in 39 countries. The markets for the Company's IONSCAN(R) currently include aviation security, other transport security, facilities protection, forensics, military, corrections, customs and law enforcement. The Company's customers include the Federal Aviation Administration, the U.S. Air Force, the U.S. Coast Guard, the U.S. Drug Enforcement Agency and the Federal Bureau of Investigation, as well as customs agencies in France, Canada, Australia and Japan and various prison facilities in the U.S. and elsewhere. The IONSCAN(R) is also installed at over 40 airports and transportation centers in countries throughout the world, including Gatwick Airport and Heathrow Airport in the United Kingdom, John F. Kennedy International Airport and Chicago O'Hare International Airport in the United States and Kuala Lumpur Airport in Malaysia, as well as the Eurotunnel. The Company believes that its principal competitive advantages are the detection capability, reliability, versatility, cost effectiveness, ease of use and portability of the IONSCAN(R). These advantages enable the IONSCAN(R) to be used both in lieu of and in conjunction with bulk imaging technologies, such as enhanced x-ray and computer aided tomography. The Company believes that many of the markets it serves are experiencing substantial growth, principally in reaction to heightened safety concerns caused by the threat of terrorism and growing public awareness of drug-related criminal activity. The Company believes that the deployment of advanced detection equipment, such as the IONSCAN(R), will continue to increase as the acceptance of using such equipment to combat these concerns increases. In January 1998, the Company received a $5.4 million order from the FAA as part of the FAA's publicly announced intention to further deploy advanced detection technology at the nation's larger airports. In addition, during 1997, the Company sold a number of IONSCAN(R)s to the U.S. Air Force for use in securing certain U.S. Air Force bases in the U.S. and abroad. Also in 1997, the Company sold $2.5 million of IONSCAN(R)s to a correctional agency to assist in stemming the flow of illegal drugs to inmates. The Company markets its products through a direct sales organization comprised of 18 sales people located at its headquarters in New Jersey and at offices in Toronto, London, Paris and Kuala Lumpur. In addition, the Company utilizes a network of 45 independent sales and service representatives located in Europe, the Middle East, Africa, Asia, South America and Australia. The Company was incorporated under the laws of the State of Delaware on September 7, 1967. The Company's principal executive offices are located at 219 South Street, Murray Hill, New Jersey 07974, and its telephone number is (908) 665-8200. USE OF PROCEEDS If the Warrants are exercised in full at $9.847 per warrant, the Company would receive gross proceeds of approximately $3.6 million (prior to the deduction of fees and expenses incurred in connection with this Offering). Other than the proceeds received by the Company from the exercise of the Warrants, the Company will not receive any of the proceeds from the sale of the Common Stock offered hereby. The Company estimates that its expenses in connection with the Offering will be approximately $15,000. The Company intends to use the net proceeds, if any, from the exercise of the Warrants for general corporate purposes. PLAN OF DISTRIBUTION The Common Stock offered hereby may be offered and sold from time to time by the Company upon exercise of the Warrants by the holders thereof. The Warrants may be exercised by the holders thereof by tendering the exercise price, together with the warrant certificate and exercise form, to the Company before November 12, 1999, the expiration date of the Warrants. The distribution of the Common Stock issuable upon exercise of the Warrants by the holders thereof, or by their respective pledgees, donees, transferees or other successors in interest, may be effected from time to time in one or more transactions on the Nasdaq National Market System, in special offerings, exchange distributions and/or secondary distributions pursuant to and in accordance with the applicable rules of the National Association of Securities Dealers, Inc. ("NASD"), in the over-the-counter market, in negotiated transactions (including, without limitation, privately negotiated transactions), through the writing of options on the Common Stock, or through the issuance of other securities convertible into shares of the Common Stock (whether such options or other securities are listed on an options or securities exchange or otherwise), or a combination of such methods of distribution, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Any or all of the Common Stock may be sold from time to time to purchasers directly by the holders thereof. In addition, any such holders which are deemed to be "affiliates" as defined under Rule 405 of the Securities Act, may make sales of the Common Stock pursuant to Rules 144, 144A or 904 of the Securities Act, provided that the requirements of such rules, including, without limitation, any applicable holding periods and manner of sale requirements, are met. Alternatively, the holders of the Common Stock may from time to time offer any or all of such Common Stock through underwriters, dealers, brokers or agents, including in transactions in which any such underwriters, dealers, brokers or agents solicit purchasers, in block transactions or in transactions in which any such underwriters, dealers, brokers, or agents will attempt to sell such shares of Common Stock as an agent but may resell such shares of Common Stock as a principal pursuant to this Prospectus. Any underwriters, dealers, brokers or agents participating in the distribution of the Common Stock offered hereby may receive compensation in the form of underwriting discounts, concessions, commissions or fees from the original holders and/or purchasers of the Common Stock for whom they may act as agents (which compensation may be in excess of customary commissions). In addition, the holders of such Common Stock and any such underwriters, dealers, brokers or agents that participate in the distribution of Common Stock may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act and any commissions received by them and any profit on the resale of shares of the Common Stock may be deemed to be underwriting compensation. Additionally, the holders thereof may pledge shares of the Common Stock, and in such event agents or dealers may acquire the shares of the Common Stock or interests therein, and may, from time to time, effect distribution of shares of the Common Stock or interests in such capacity. SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION Article Tenth of the Company's Certificate of Incorporation and Section 10 of the Company's by-laws, as amended, provide that the Company shall, to the fullest extent permitted by law, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the Company or is serving any other incorporated or unincorporated enterprise in any of such capacities at the request of the Company. Such provisions may provide indemnification to the officers, directors or controlling persons of the Company for liability under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. LEGAL MATTERS Certain matters with respect to the validity and legality of the Common Stock offered hereby have been passed upon for the Company by Lowenstein Sandler PC, Roseland, New Jersey. EXPERTS The financial statements and schedule of the Company included in the 1997 Form 10-KSB and incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by BDO Seidman, LLP, independent certified public accountants, to the extent and for the periods set forth in their report incorporated herein by reference and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. No dealer, salesman or any other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus and, if given or made, such other information and representations must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall, 362,075 Shares under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any BARRINGER TECHNOLOGIES INC. time subsequent to its date. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy such securities ______________ in any circumstances in which such offer or PROSPECTUS solicitation is unlawful. ______________ --------------------- TABLE OF CONTENTS Page _______, 1998 Available Information................................ 2 Incorporation of Certain Documents by Reference............................. 2 Forward-Looking Statements........................... 3 Risk Factors......................................... 4 The Company.......................................... 11 Use of Proceeds...................................... 12 Plan of Distribution................................. 12 Securities and Exchange Commission's Position on Indemnification........................ 13 Legal Matters........................................ 13 Experts ............................................ 13 II-4 PART II Information Not Required in Prospectus Item 14. Other Expenses of Issuance and Distribution The following table lists the expenses which will be incurred in connection with the issuance and distribution of the Securities being registered ($45,312 in the aggregate, consisting of the filing fee payable to the Securities and Exchange Commission and the listing fee payable to the Nasdaq National Market for all securities registered pursuant to the Company's Registration Statement on Form SB-2, as amended hereby, were previously paid by the Company). Expense Accounting Fees and Expenses $5,000 Legal Fees and Expenses 5,000 Blue Sky Fees and Expenses 1,000 Printing and Engraving 1,000 Miscellaneous 3,000 ----- TOTAL $15,000 All of the above amounts (other than the filing fee payable to the Securities and Exchange Commission and the listing fee payable to the Nasdaq National Market System) are estimates only. All of the above expenses will be paid by the Company. Item 15. Indemnification of Directors and Officers The Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Company's by-laws, as amended ("By-laws"), provide that the Company shall, to the fullest extent permitted by law, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the Company or is serving any other incorporated or unincorporated enterprise in any of such capacities at the request of the Company. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been judged liable to the corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The Certificate of Incorporation also contains a provision limiting the personal liability of directors to the fullest extent permitted or authorized by the GCL or other applicable law. Under the GCL, such provision would not limit liability of a director for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases or redemptions of stock other than from lawfully available funds, or (iv) any transactions from which the director derives an improper benefit. Item 16. Exhibits The following exhibits are filed as part of this Registration Statement: 3.1 Certificate of Incorporation of the Company, as amended (previously filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2 (File No. 333-33129) and incorporated herein by reference). 3.2 By-laws of the Company (previously filed as Exhibit 3.2A to the Company's Annual Report on Form 10-K/A-2 for the fiscal year ended December 31, 1994 (File No. 0-3207) and incorporated herein by reference). 4.1 Form of Warrant Agreement (previously filed as Exhibit 4.1 to the Company's Registration Statement on Form SB-2 (File No. 333-13703) and incorporated herein by reference). 5.1 Opinion of Lowenstein Sandler PC.* 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)* 24.1 Power of Attorney (included on signature page).* - ------------ * Previously filed. Item 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) Include any additional or changed material information with respect to the plan of distribution. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Murray Hill, State of New Jersey, on May 5, 1998. BARRINGER TECHNOLOGIES INC. By: /s/Stanley S. Binder --------------------------- Stanley S. Binder, President and Chief Executive Officer Signature Title /s/Stanley S. Binder President, Chief Executive Officer - ------------------------------------ (Principal Executive Officer) and Director Stanley S. Binder * - ------------------------------------ John D. Abernathy Director * - ------------------------------------ Richard D. Condon Director * - ------------------------------------ John H. Davies Director * - ----------------------------------- John J. Harte Director * - ----------------------------------- James C. McGrath Director /s/Richard S. Rosenfeld - ----------------------------------- Richard S. Rosenfeld Vice President-Finance, Chief Financial Officer and Treasurer (Principal Accounting and Principal Financial Officer) *By:/s/Stanley S. Binder _________________________ Stanley S. Binder (Attorney-in-Fact) INDEX TO EXHIBITS Exhibit No. Description 3.1 Certificate of Incorporation of the Company, as amended (previously filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2 (File No. 333-33129) and incorporated herein by reference). 3.2 By-laws of the Company (previously filed as Exhibit 3.2A to the Company's Annual Report on Form 10-K/A-2 for the fiscal year ended December 31, 1994 (File No. 0-3207) and incorporated herein by reference). 4.1 Form of Warrant Agreement (previously filed as Exhibit 4.1 to the Company's Registration Statement on Form SB-2 (File No. 333-13703) and incorporated herein by reference). 5.1 Opinion of Lowenstein Sandler PC.* 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)* 24.1 Power of Attorney (included on signature page).* - ------------ * Previously filed. EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Barringer Technologies Inc. Murray Hill, New Jersey We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated February 19, 1998 (March 13, 1998 as to Note 16), relating to the consolidated financial statements and schedule of Barringer Technologies Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/BDO SEIDMAN, LLP BDO SEIDMAN, LLP Woodbridge, New Jersey May 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----